Nautilus 2005 Annual Report Download - page 89

“Guarantor” shall mean a Person that shall have pledged its credit or property in any manner for the payment or other performance of the
indebtedness, contract or other obligation of another and includes (without limitation) any guarantor (whether of payment or of collection),
surety, co-maker, endorser or Person that shall have agreed conditionally or otherwise to make any purchase, loan or investment in order
thereby to enable another to prevent or correct a default of any kind.
“Guarantor of Payment” shall mean each of the Companies designated a “Guarantor of Payment” on Schedule 2 hereto, each of which is
executing and delivering a Guaranty of Payment, and any other Domestic Subsidiary that shall be required to deliver a Guaranty of Payment to
Agent subsequent to the Closing Date pursuant to Section 5.20(a) hereof.
“Guaranty of Payment” shall mean each Guaranty of Payment, substantially in the form of the attached Exhibit H , executed and
delivered on or after the Closing Date in connection with this Agreement by the Guarantors of Payment, as the same may from time to time be
amended, restated or otherwise modified or replaced.
“Hedge Agreement” shall mean any (a) hedge agreement, interest rate swap, cap, collar or floor agreement, or other interest rate
management device entered into by a Company with any Person in connection with any Indebtedness of such Company, or (b) currency swap
agreement, forward currency purchase agreement or similar arrangement or agreement designed to protect against fluctuations in currency
exchange rates entered into by a Company.
“Indebtedness” shall mean, for any Company (excluding in all cases trade payables payable in the ordinary course of business by such
Company), without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all
obligations for the deferred purchase price of capital assets, (c) all obligations under conditional sales or other title retention agreements, (d) all
obligations (contingent or otherwise) under any letter of credit or banker’s acceptance, (e) all net obligations under any currency swap
agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device or any Hedge Agreement, (f) all synthetic
leases, (g) all lease obligations that have been or should be capitalized on the books of such Company in accordance with GAAP, (h) all
obligations of such Company with respect to asset securitization financing programs to the extent that there is recourse against such Company
or such Company is liable (contingent or otherwise) under any such program, (i) all obligations to advance funds to, or to purchase assets,
property or services from, any other Person in order to maintain the financial condition of such Person, (j) all indebtedness of any partnership in
which such Company is a general partner that would otherwise satisfy the definition of Indebtedness, (k) any other transaction (including
forward sale or purchase agreements) having the commercial effect of a borrowing of money entered into by such Company to finance its
operations or capital requirements, and (l) any guaranty of any obligation described in subparts (a) through (k) hereof.
“Interest Adjustment Date” shall mean the last day of each Interest Period.
“Interest Period” shall mean, with respect to a Eurodollar Loan, the period commencing on the date such Eurodollar Loan is made and
ending on the last day of such period, as selected
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